Exhibit 10.6
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
COMMERCIAL 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 COMMERCIAL
and GLADSTONE COMMERCIAL 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
COMMERCIAL, and GLADSTONE COMMERCIAL 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 Licens
