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
