Exhibit 10.1
RETAINED TRADEMARK LICENSE AGREEMENT
This Retained Trademark License Agreement (this "Agreement") is
made as
of _________________, 2004 (the "Effective Date"), by
and between ParkerVision,
a corporation organized in the state of Florida ("Licensor"), and Thomson
Broadcast & Media Solutions, Inc., a corporation organized in Delaware
("Licensee").
RECITALS
WHEREAS, Licensor
and Licensee are parties to that certain Asset
Purchase Agreement, dated February 25, 2004
(the "Purchase Agreement"), pursuant
to which Licensor has agreed to irrevocably
transfer and assign to
Licensee and
Thomson Licensing, S.A., all of its right,
title and interest,
on a worldwide
basis, in, to and under the Acquired
Assets;
WHEREAS, Licensor
wishers to grant, and Licensee wishes to receive, a
temporary license with respect to certain
Trademarks
included in the
Excluded
Assets for purposes of conducting the
Business;
WHEREAS, Licensor
wishes to provide a temporary link on its website to
a web page designated by Licensee; and
WHEREAS, pursuant to
the Purchase
Agreement,
Licensor has agreed
to
execute this Agreement at the Closing;
NOW, THEREFORE, for
good and valuable
consideration, the
receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
AGREEMENT
1.
CAPITALIZED TERMS
1.1 Capitalized
terms used but not defined herein shall have the
meanings for such terms that are set forth
in the Purchase Agreement.
1.2 For the purposes of this Agreement, "Licensed Trademarks" means
the
Trademarks included in the Excluded Assets that are used in or
necessary to
conduct the Business as conducted at any time prior to the Closing
and/or as
Proposed to be Conducted by Seller,
including the
Trademarks listed in
Exhibit
A.
2.
LICENSE AND HYPERLINK
2.1 Licensed
Trademarks. Licensor
hereby grants to Licensee and its
Affiliates a non-exclusive, royalty free,
fully paid-up, transferable, worldwide
right and license to use the Licensed Trademarks in connection with the
operation, promotion and marketing of the Business (as it
may be developed by
Purchasers) during the Term. The foregoing license includes the right for
Licensee and its Affiliates to use the Licensed Trademarks with inventory,
supplies, advertising, promotional materials and
promotional items transferred
to Licensee under the Purchase Agreement and for their resellers,
distributors
and other marketing, sales and/or service partners to use the Licensed
Trademarks in connection with the support,
service, marketing, sale, resale,
distribution, or other disposition of
Products and Services. Use of the Licensed
Trademarks hereunder shall be consistent in quality with the uses
heretofore
made by Licensor. Upon Licensor's request,
Licensee shall provide
Licensor with
a reasonable sample of materials bearing the Licensed Marks. All rights and
goodwill arising out of use of the Licensed Trademarks shall inure to the
benefit of Licensor. Licensee will use commercially
reasonable efforts to phase
out use of the Licensed Trademarks under this Agreement
following the
Closing.
Except for the license granted hereunder, Licensee and its Affiliates have
not
acquired any right, title or interest in or
to the Licensed Marks.
1
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2.2 Maintenance of Hyperlink. During the Term, Licensor shall
maintain
a hyperlink, at Licensor's expense, that
connects website visitors to Licensee's
home page or other web page(s) designated by Licensee (t
