Exhibit 10.3
TRADEMARK LICENSE
AGREEMENT
THIS TRADEMARK LICENSE AGREEMENT
(the “ Agreement ”), made as of the 20th day of
November, 2006, is by and among Constellation Energy Partners LLC,
a Delaware limited liability company (the “ Company
”), and Constellation Energy Group, Inc., a Maryland
corporation (“ Constellation ”).
WHEREAS, subject to the terms
hereof, Constellation desires to grant the Company, and the Company
desires to take from Constellation, a limited license to use
certain marks in connection with the Company’s
business.
NOW, THEREFORE, in consideration of
the mutual covenants herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto (each, a “ Party
” and together, the “ Parties ”) agree as
follows:
ARTICLE 1
DEFINITIONS
Section 1.1 Defined
Terms . Capitalized terms used, but not defined herein, shall
have the meanings given them in the LLC Agreement. As used in this
Agreement, the following terms shall have the respective meanings
set forth below:
“ Affiliate ”
means, with respect to a Person, any other Person controlling,
controlled by or under common control with such Person.
“ Agreement ”
means this Agreement, as it may be amended from time to
time.
“ Business Day ”
means any day that is not a Saturday, Sunday or day on which banks
are authorized by law to close in the States of Maryland or
Texas.
“ Closing Date ”
means the date of the closing of the initial public offering,
pursuant to the Prospectus, of Common Units.
“ Company ” has
the meaning set forth in the above preamble.
“ Conflicts Committee
” has the meaning given such term in the LLC
Agreement.
“ Constellation ”
has the meaning set forth in the above preamble.
“ LLC Agreement ”
means the Second Amended and Restated Operating Agreement of the
Company, dated as of the Closing Date, as such agreement is in
effect on the Closing Date, to which reference is hereby made for
all purposes of this Agreement. An amendment or modification to the
LLC Agreement subsequent to the Closing Date shall be given effect
for the purposes of this Agreement only if it has received the
approval that would be required pursuant to
Section 4.10 hereof if such amendment or modification
were an amendment or modification of this Agreement.
“ Marks ” means
all trademarks, tradenames, logos and service marks identified on
Exhibit A .
“ Person ” means
any individual, corporation, partnership, business trust, limited
liability company, joint venture, association, joint-stock company,
trust, unincorporated organization, government or any agency or
political subdivision thereof or any other entity.
“ Proceedings ”
means all proceedings, actions, claims, suits and notices of
investigations by or before any arbitrator or Governmental
Authority.
“ Prospectus ”
means the final prospectus, dated November 15, 2006, relating to
the initial public offering of common units representing Class B
limited liability company interests in the Company, as filed with
Securities and Exchange Commission pursuant to Rule 424(b) under
the Securities Act of 1933.
“ Term ” means
the period from the Closing Date through the date upon which the
right of the holder or holders of the Class A Units to elect
Class A Managers pursuant to Section 11.8(e) of the LLC
Agreement is terminated.
“ Third Party ”
means any Person other than the Company or Constellation or any of
their respective Affiliates.
Section 1.2 Other
Definitions . Words not otherwise defined herein that have
well-known and generally accepted technical or trade meanings in
the oil and gas industry are used herein in accordance with such
recognized meanings.
Section 1.3 Construction
. As used in this Agreement, unless expressly stated otherwise,
references to “includes” and its derivatives mean
“includes, but is not limited to,” and corresponding
derivative expressions. Unless otherwise specified, all references
in this Agreement to “Sections” and
“Exhibits” are references to the corresponding sections
in and exhibits attached to this Agreement; all such exhibits are
incorporated herein by reference.
ARTICLE 2
Intellectual Property License
Section 2.1 Limited
License . Subject to the terms and conditions herein,
Constellation hereby grants to the Company the limited right and
license to use the Marks solely in connection with the
Company’s businesses and the services performed therewith
within the United States during the Term and for a period of six
(6) months thereafter.
Section 2.2 Restrictions on
Marks . In order to ensure the quality of uses under the Marks,
and to protect the goodwill of the Marks, the Company agrees as
follows:
(a) The Company will only use the
Marks in formats approved by Constellation and only in strict
association with the Company’s businesses and the services
performed therewith;
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(b) Prior to publishing any new
format or appearance of the Marks or the advertising or promotional
materials, the Company shall first provide such format, appearance
or materials to Constellation for its approval. If Constellation
does not inform the Company in writing within fourteen
(14) days from the date of the receipt of such new format,
appearance or materials that such new format, appearance or
materials is acceptable, then such new format, appearance or
materials shall be deemed to be unacceptable and disapproved by
Constellation. Constellation may withhold approval of any proposed
changes to the format, appearance or materials that the Company
propose to use in Constellation’s sole discretion;
and
(c) The Company shall not, without
the prior approval of Constellation, use any other trademarks,
service marks, trade names or logos in connection with the Marks or
use the Marks or any trademark or service mark confusingly similar
to the Marks after the termination of this Agreement. The Company
will not use the Marks in such a manner so as to impair the
validity or enforceability of, or in any way disparage or dilute,
the Marks.
Section 2.3 Ownership .
Constellation shall own all right, title and interest, including
all goodwill relating thereto, in and to the Marks, and all
trademark rights embodied therein shall at all times be solely
vested in Constellation. The Company shall have no right, title,
interest or claim of ownership in the Marks, except for the limited
license granted in this Agreement. All use of the Marks shall inure
to the benefit of Constellation. The Company agrees that it will
not attack the title of Constellation in and to the
Marks.
Section 2.4 Estoppel .
Nothing in this Agreement shall be construed as conferring by
implication, estoppel or otherwise upon the Company (a) any
license or other right under the intellectual property rights of
Constellation other than the limited license granted herein to the
Marks as set forth expressly herein or (b) any license rights
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