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- DEFINITIONS: Terms and phrases not defined in these General Terms and Conditions have those meanings as defined in the attached Commercial Terms.
- GRANT: Licensor hereby grants to Licensee a licence to use the Trademarks in Canada in association with the Services and Wares in accordance with the terms and conditions set out on this Agreement.
- FEES: Licensee shall pay to Licensor all Fees described in the Commercial Terms.
- OWNERSHIP OF TRADEMARKS: Licensee acknowledges that Licensor is the owner of the Trademarks. Licensee further acknowledges Licensor’s claim to the exclusive right to use the Trademarks in association with
the services for which the Trademarks are registered and expressly covenants that, during the term of this Agreement and after the expiration or termination thereof or of the rights of Licensee hereunder, Licensee will not directly or indirectly contest or aid in contesting the validity or ownership of the Trademarks or take any action in derogation of Licensor’s claimed rights therein or in any way directly or indirectly assist or be a party to any proceedings challenging the validity of the Trademarks or the registration thereof or Licensor’s title thereto.
- GOODWILL: Any goodwill that is or may be acquired from the use of the Trademarks by Licensee either before the date of this Agreement or thereafter shall vest in and be the property of Licensor.
- Licensee shall use the Trademarks in association with Services and Wares having the character and quality established by Licensor and as otherwise set out in this Agreement (the “Standards”).
- Licensor shall have the sole and exclusive right to set the Standards and to determine whether the Services and the Wares in conjunction with which the Licensee uses the Trademarks conform with the Standards.
- Licensee shall in respect of each use of any Trademark indicate that each Trademark is a registered trademark owned by Licensor, by referencing the Trademark with the symbol “®” on the right shoulder of the Trademark and by cross-referencing the following in legible type on all material in connection with which the Trademark is used:
- ® = registered trademark of Shuswap Grown used by [insert name of Licensee] under licence.
- Licensee shall promptly provide to Licensor copies of all prints and publications bearing the Trademarks.
- TERM: Unless earlier terminated in accordance with Section 8, the licence granted herein shall commence on the Effective Date and shall continue for the Initial Term and until terminated as provided for herein.
- TERMINATION: After the Initial Term, either party may terminate this Agreement and
the licence granted herein upon ninety (90) days notice to the other party. Further, if at any time Licensee defaults under any of the terms of this Agreement, Licensor may give notice to Licensee setting forth the details of such default and if Licensee fails to promptly commence to cure such default, or having commenced fails to proceed diligently with the curing of such default, Licensor may, upon notice to Licensee, terminate this Agreement and the right of Licensee to use the Trademarks, without prejudice to any other remedy that Licensee may have by reason of such breach. In addition, upon notice to Licensee, Licensor may terminate the Agreement if Licensee becomes bankrupt or insolvent, if in the opinion of Licensor the Trademarks are likely to or do become the subject of a claim for trademark infringement or passing off, or if for any reason the Trademarks or any one thereof ceases to be registered in Canada in respect of the applicable Services or Wares.
- EFFECT OF TERMINATION:
Upon termination of the rights of Licensee hereunder:
- when requested, and without compensation, Licensee will execute such documents and do such things as Licensor may require for the purpose of evidencing that any goodwill that is or may be acquired from the use of the Trademarks pursuant hereto is owned by Licensor and that any and all rights that Licensee may have had with respect to the Trademarks have ended; and
- Licensee will discontinue all use of and reference to the Trademarks and, on request by Licensor, deliver to Licensor all materials in its possession or under its control using or making reference to the Trademarks.
- ENFORCEMENT: Licensor reserves the exclusive right to determine what action
or proceeding, if any, should be taken in order to protect the Trademarks in Canada. Licensee shall cooperate with and provide reasonable assistance to Licensor in the conduct or defense of any legal action, and in the negotiations in respect of any legal action relating to any of the Trademarks, and Licensee shall provide to Licensor all relevant data, information and material in its possession which may be helpful in such action or negotiation.
- NO WARRANTIES: Licensor is licensing the Trademarks to Licensee on an “AS IS” basis and there are no express or implied warranties provided by Licensor whatsoever, including, without limitation, any warranty as to the right to use the Trademarks or as to their registerability in any jurisdiction.
- INDEMNIFICATION: Licensee agrees to indemnify, defend and hold Licensor (and its directors, officers, employees, affiliates and assigns) harmless against any and all losses, liabilities, damages, costs, claims or expenses (including legal fees on a solicitor and client basis) based upon or arising out of Licensee’s use of the Trademarks.
- REMEDIES: The parties agree that the remedy at law for any breach of any of the provisions hereof will be inadequate and that in the event of any such breach the parties and their respective affiliates and successors shall be entitled to injunctive relief in addition to all other causes of action and remedies which are available.
- ASSIGNMENT: The permission to use the Trademarks is nonexclusive and is personal to Licensee and may not be assigned by Licensee, and Licensee may not grant any licences or sub-licences in respect of the Trademarks.
- FURTHER ASSURANCES: Licensee shall sign such other documents and do such other acts as Licensor determines to be necessary in conjunction with Licensee’s use of the Trademarks including, without limitation, any documents that may be necessary to record the license granted herein (if such recording is required or, in the opinion of the Licensor, advisable at any time in the future).
- SURVIVAL: The provisions of sections
4, 5, 9, 10, 11, 12, 13, and 15 and all other sections necessary for the interpretation or enforcement thereof will survive the termination or expiration of this Agreement.
- GOVERNING LAW: This Agreement will be governed by and interpreted in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.