TRADEMARK LICENSE AGREEMENTTrademark License Agreement |
|
|
|
You are currently viewing: This Trademark License Agreement involves
TM ACQUISITION CORP | COLDWELL BANKER REAL ESTATE CORPORATION | ERA FRANCHISE SYSTEMS, INC | PHH HOME LOANS, LLC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Trademark License Agreement by:
Exhibit 10.66
TRADEMARK LICENSE AGREEMENT
Between
TM ACQUISITION CORP.
COLDWELL BANKER REAL ESTATE CORPORATION
ERA FRANCHISE SYSTEMS, INC.
And
PHH HOME LOANS, LLC
Dated as of January 31, 2005
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
Page |
|
|
|
|
|
ARTICLE I DEFINITIONS |
|
|
|
|
|
|
|
|
|
|
|
|
|
1.01 |
|
Defined Terms |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
1.02 |
|
Interpretation. |
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
ARTICLE II LICENSE TO LICENSEE OF THE MARKS |
|
|
|
|
|
|
|
|
|
|
|
|
|
2.01 |
|
Scope of License to Licensee. |
|
|
5 |
|
|
|
|
|
|
|
|
|
|
2.02 |
|
Rights Reserved. |
|
|
6 |
|
|
|
|
|
|
|
|
|
|
2.03 |
|
Appearance of the Marks. |
|
|
6 |
|
|
|
|
|
|
|
|
|
|
2.04 |
|
Domain Names. |
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
ARTICLE III OWNERSHIP OF THE MARKS |
|
|
|
|
|
|
|
|
|
|
|
|
|
3.01 |
|
Acknowledgments and Covenants of Licensee. |
|
|
6 |
|
|
|
|
|
|
|
|
|
|
3.02 |
|
Avoidance of Adverse Actions by Licensee |
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
ARTICLE IV MAINTENANCE OF QUALITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
4.01 |
|
Quality of Licensee’s Services. |
|
|
7 |
|
|
|
|
|
|
|
|
|
|
4.02 |
|
Compliance and Performance Reviews. |
|
|
7 |
|
|
|
|
|
|
|
|
|
|
4.03 |
|
Quality of NRT Mortgage Business Offices |
|
|
7 |
|
|
|
|
|
|
|
|
|
|
4.04 |
|
Promotion and Goodwill. |
|
|
8 |
|
|
|
|
|
|
|
|
|
|
4.05 |
|
Notification of Breach of Quality Standards |
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
ARTICLE V RECORDS; AUDITS AND INSPECTIONS |
|
|
|
|
|
|
|
|
|
|
|
|
|
5.01 |
|
Maintenance of Records. |
|
|
8 |
|
|
|
|
|
|
|
|
|
|
5.02 |
|
Right of Inspection and Audit. |
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
ARTICLE VI COMPLIANCE WITH LAW |
|
|
|
|
|
|
|
|
|
|
|
|
|
6.01 |
|
Compliance with Law. |
|
|
9 |
|
|
|
|
|
|
|
|
|
|
6.02 |
|
Government Licenses, Permits, and Approvals |
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
ARTICLE VII INTELLECTUAL PROPERTY PROTECTION |
|
|
|
|
|
|
|
|
|
|
|
|
|
7.01 |
|
Protection of the Marks. |
|
|
9 |
|
|
|
|
|
|
|
|
|
|
7.02 |
|
Domain Names. |
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
ARTICLE VIII DISCLAIMER OF REPRESENTATIONS AND WARRANTIES |
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
ARTICLE IX DEFENSE AND INDEMNIFICATION |
|
|
|
|
|
|
|
|
|
|
|
|
|
9.01 |
|
Indemnification by Licensee |
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
ARTICLE X REMEDIES FOR BREACH |
|
|
|
|
i
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page |
|
|
10.01 |
|
Equitable Relief |
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
ARTICLE XI TERM AND TERMINATION |
|
|
|
|
|
|
|
|
|
|
|
|
|
11.01 |
|
Term. |
|
|
11 |
|
|
|
|
|
|
|
|
|
|
11.02 |
|
Licensors’ Right to Terminate Agreement. |
|
|
11 |
|
|
|
|
|
|
|
|
|
|
11.03 |
|
Termination for Material Breach |
|
|
11 |
|
|
|
|
|
|
|
|
|
|
11.04 |
|
Effect of Termination. |
|
|
11 |
|
|
|
|
|
|
|
|
|
|
11.05 |
|
Post-Transitional Period Use. |
|
|
12 |
|
|
|
|
|
|
|
|
|
|
11.06 |
|
Survival. |
|
|
13 |
|
|
|
|
ARTICLE XII MISCELLANEOUS |
|
|
|
|
|
|
|
|
|
|
|
|
|
12.01 |
|
Counterparts. |
|
|
13 |
|
|
|
|
|
|
|
|
|
|
12.02 |
|
Entire Agreement. |
|
|
13 |
|
|
|
|
|
|
|
|
|
|
12.03 |
|
Invalidity. |
|
|
13 |
|
|
|
|
|
|
|
|
|
|
12.04 |
|
Amendment. |
|
|
13 |
|
|
|
|
|
|
|
|
|
|
12.05 |
|
Binding Effect. |
|
|
13 |
|
|
|
|
|
|
|
|
|
|
12.06 |
|
Governing Law. |
|
|
13 |
|
|
|
|
|
|
|
|
|
|
12.07 |
|
Effect of Waiver or Consent. |
|
|
14 |
|
|
|
|
|
|
|
|
|
|
12.08 |
|
Notices |
|
|
14 |
|
|
|
|
|
|
|
|
|
|
12.09 |
|
Headings. |
|
|
15 |
|
|
|
|
|
|
|
|
|
|
12.10 |
|
No Assignment. |
|
|
15 |
|
|
|
|
|
|
|
|
|
|
12.11 |
|
Remedies Cumulative. |
|
|
15 |
|
|
|
|
|
|
|
|
|
|
12.12 |
|
No Third-Party Beneficiaries. |
|
|
15 |
|
|
|
|
|
|






