Exhibit 10.29
TRADEMARK LICENSE
AGREEMENT
THIS TRADEMARK LICENSE
AGREEMENT (“Agreement”) made this December
20, 2004 (the “Effective Date”) between
GLADSTONE MANAGEMENT
CORPORATION , a corporation organized and existing under
the laws of the state of Delaware, with its principal place of
business at 1616 Anderson Road, McLean, Virginia 22102
(“Licensor”), and GLADSTONE CAPITAL CORPORATION , a
corporation organized and existing under the laws of the state of
Delaware, with its principal place of business at 1616 Anderson
Road, McLean, Virginia 22102 (“Licensee”)
(together, the “Parties”).
WHEREAS , Licensor
is the owner of the GLADSTONE word mark and the GLADSTONE &
Diamond G Design Logo, both displayed in Appendix A attached hereto
(the “Marks”), which Licensor has adopted, used and
continues to use in connection with financial services, namely,
lending money to businesses, investment of funds for others,
financial investment in the field of real estate, lease-purchase
financing, and leasing of real property (the “Gladstone
Services”);
WHEREAS , Licensor
owns a United States application to register the GLADSTONE &
Diamond G Design Logo in connection with the Gladstone Services, as
evidenced by United States Serial No. 76/597,879;
WHEREAS , Licensee
desires a license to use the Marks on a worldwide basis in
connection with the Gladstone Services offered by Licensee in the
field of financial investments;
WHEREAS, Licensor
is willing to grant Licensee a license to use the Marks pursuant to
the terms and conditions hereinafter recited;
NOW, THEREFORE , in
consideration of the mutual rights and obligations contained
herein, the Parties hereby agree as follows:
1.
LICENSE GRANT : Licensor hereby grants to Licensee
a non-assignable, revocable, nonexclusive license to use the Marks
in connection with services relating to debt, equity and other
financial investments, namely, investment of funds for others in
companies, and in connection with the advertising, promotion, sale
and marketing of such services.
2.
ROYALTY PAYMENT: In consideration for the license
granted hereunder, Licensee agrees to make a yearly royalty payment
to Licensor, due on January 1 of each new year throughout the term
of the Agreement. The first such royalty payment, due on
January 1, 2005, shall be in the amount of One Dollar (US$1).
The amount of the annual royalty payment due for each subsequent
year shall be reviewed and negotiated by the Parties every December
preceding the upcoming year to assure that it continues to reflect
the arm’s length value of the rights granted to Licensee
under the terms of this Agreement. If the Parties are unable
to mutually agree on an acceptable royalty payment for the upcoming
year by December 31 of the year preceding the upcoming year, the
license granted hereunder shall be revoked indefinitely until the
Parties are able to reach an agreement on the royalty payment.
3.
DISPLAY OF THE MARKS: Licensee will display the
Marks only in such form and manner as displayed in Appendix A
attached hereto, except that Licensor shall also be permitted to
(a) use the word marks and trade names GLADSTONE CAPITAL and
GLADSTONE CAPITAL CORPORATION in connection with the services
identified in Section 1 of this Agreement, and (b) use fonts and
upper and lower case lettering schemes of its choice with respect
to the word marks GLADSTONE, GLADSTONE CAPITAL, and GLADSTONE
CAPITAL CORPORATION.
4.
ACKNOWLEDGMENTS: Licensee hereby acknowledges the
validity of the Marks and Licensor’s exclusive right, title,
interest and all related rights in and to the Marks. Licensee
further recognizes the value of the reputation and goodwill
associated with the Marks, and acknowledges that the Marks have
acquired secondary meaning, and that all related rights and
goodwill belong exclusively to Licensor.
5.
LIMITED LICENSE : Nothing in this Agreement shall
be construed to grant Licensee any rights or license to any
trademark, trade name, certification mark, service mark, domain
name, product name, logo, trade secret, technical information,
copyright or other intellectual property owned by Licensor other
than as specified herein. All rights not expressly granted
herein to Licensee are reserved to Licensor and may be exercised
and exploited by Licensor during the term of this Agreement freely
and without restriction or limitation. Licensor shall have
the right to exploit its intellectual property in any manner
whatsoever, including without limitation, the right to license the
Marks to a third party during the term of the Agreement.
6.
ASSIGNMENT TO LICENSOR: Upon request, Licensee
shall transfer to Licensor any rights which accrue to Licensee
arising from its use of the Marks.
7.
PROTECTION OF THE MARKS: Licensee shall cooperate with
Licensor in taking all appropriate measures for the protection of
the Marks, including but not limited to the use of appropriate
trademark symbols in connection with the same, and shall faithfully
observe and execute the requirements, procedures, and directions of
Licensor with respect to the use and protection of the Marks.
Licensee shall not, during the term of this Agreement, or
thereafter:
a.
do or permit to be done any act or thing which prejudices,
infringes or impairs the rights of Licensor with respect to the
Marks;
b.
represent that it has any right, title, or interest in or to the
Marks, other than the limited license granted hereunder;
c.
use, register or attempt to register any trademarks, trade names,
or logos, that are identical to, or confusingly similar to the
Marks or any other trademarks, trade names or logos of Licensor or
any of its subsidiaries or affiliated companies;
d.
offer any goods or services, or otherwise do anything, in
connection with the Marks that damages or reflects adversely upon
Licensor, its subsid
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