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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 other than those
expressly granted herein.
Section 2.5 Warranties; Disclaimers .
(a) Constellation represents and warrants that (i) it owns
and has the right to license the Marks licensed under this
Agreement, and (ii)&nb
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