MANLY COUNCIL
SMOKE FREE ZONE
LOGO LICENCE AGREEMENT
This non-exclusive Logo Licence Agreement (“Logo Licence”) is made on the
…………… day of …………………………………200…………………………….
between
MANLY COUNCIL (ABN 43 662 868 065) of 1 Belgrave Street, Manly 2095
[“Licensor”] and
……………………………………………………………………………………….. of
……………………………………………………………………………....................
[“Licensee”].
NOTE: The Licensee’s “acceptance” of this agreement at the end and/or use of the
Smoke Free Zone Logo activates this Licence and signifies the agreement of the
Licensee to be bound by the terms and conditions of this Logo Licence.
RECITALS
1.
The Licensor owns good and valuable trademarks and logos including one known
as the “Smoke Free Zone Logo”.
2.
The Licensee wishes to make lawful and proper use of the Smoke Free Zone
Logo in accordance with terms and conditions described below.
THE PARTIES AGREE AS FOLLOWS:
1.
LICENCE GRANT
1.1
Subject to and expressly conditioned upon compliance with the terms and
conditions of this Logo Licence and payment of the amount (if any) specified in
the Schedule to this agreement, the Licensor hereby grants to the Licensee a
worldwide, nonexclusive, non-transferable, royalty-free, personal right to use the
Smoke Free Zone Logo or such additional or replacement logos as the Licensor
may provide from time to time under this Licence (the “Logo”).
Manly Council - Smoke Free Zone Logo Licence Agreement
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1.2
The Licensor retains all right, title and interest in and to the Logo. Except as
expressly granted in this Logo Licence, the Licensee shall have no rights in the
Logo. Under no circumstances will anything in this Logo Licence be construed as
granting, by implication, estoppel or otherwise, a licence to any technology or
proprietary right of the Licensor other than the permitted use of the Logo pursuant
to clause 1.1.
1.3
The licence granted in clause 1.1 is personal to the Licensee, and the Licensee
must not assign, transfer, sub-license or otherwise deal with this Logo Licence (or
any right granted herein) in any manner without the prior written consent of the
Licensor and may only use the Logo for strictly lawful purposes in a manner
consistent with the purpose for which the Logo was created by the Licensor and
which would not denigrate or otherwise militate against that purpose.
1.4
The Licensee acknowledges the Licensor’s ownership of the Logo, shall at all
times employ its best efforts to use the Logo in a manner that does not diminish
the Licensor’s rights in the Logo, and will take no action that will interfere with or
diminish the Licensor’s rights in the Logo either during the term of this Logo
Licence or afterwards. In particular, the Licensee agrees not to adopt, use or
register any corporate name, trade name, patent, trademark, service mark or
certification mark, or other designation similar to, containing in whole or in part,
the Logo.
2.
INDEMNITY AND LIABILITY
2.1
The Licensor agrees to indemnify and keep indemnified the Licensee from and
against any and all claims, damages, costs, and expenses (including reasonable
legal fees), and pay the amount of any adverse final judgment (or settlement to
which both parties consent) resulting from, third party claim(s) (hereinafter
“Indemnified Claims”) that the Logo infringes any trademark rights of such third
party provided the Licensor is notified in writing by the Licensee of the
Indemnified Claim and the Licensor has sole control over its defence or
settlement and the Licensee provides reasonable assistance in the defence of the
same.
2.2
In the event that the Licensor receives information concerning an intellectual
property infringement claim (including an Indemnified Claim) related to the Logo
the Licensor may at its expense, without obligation to do so, procure for the
Licensee the right to continue to distribute the alleged infringing Logo, or replace
or modify the Logo to make it non-infringing, and in which case, the Licensee
shall thereupon cease distribution of the alleged infringing Logo.
3.
NO WARRANTIES
To the full extent permitted by law, the Licensor makes no warranties, either express,
implied, statutory or otherwise with respect to the Logo, including any implied warranties
of merchantability or fitness for a particular purpose.
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4.
TERM OF LOGO LICENCE
This Logo Licence extends for so long as the Licensee continues to comply with the
terms and conditions of this agreement. Notwithstanding the above, the Licensor may at
any time terminate this Logo Licence by notice in writing given to the Licensee. From
and after termination or expiration of this Logo Licence, the Licensee shall cease and
desist from all use of the Logo.
SCHEDULE
Amount Payable by Licensee to Licensor [see cl. 1.1]: $......................
ACCEPTANCE
The Licensee agrees to be bound by and to comply with all of the terms and conditions
of this Logo Licence.
……………………………………………………..
FULL NAME OF LICENSEE
……………………………………………………..
SIGNATURE
For and on Behalf of the Licensee
Date: ………………………………………
Manly Council - Smoke Free Zone Logo Licence Agreement
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