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Global Net Cities, Inc License Agreement
PARTIES:
1. Global Net Cities. Inc. (GNC) whose registered office is at PO Box 346 Rigby, Idaho, and;
2. _________________________________________, an individual residing in the State of _____________________, United States of America, whose address is __________________________, ____________, _______ (Licensee).
RECITALS:
A. GNC is in the business of marketing and operating web portals, web sites, Internet advertising, Internet business opportunities, and Internet business seminars, and providing marketing products and services which GNC has a distinctive system and plan utilizing and comprising certain know-how and methodologies, proprietary marks, confidential information, standards, specifications, techniques, identifying schemes and materials, insignia, management methods and standard operational procedures.
B. Licensee wishes to obtain the benefit of the knowledge skill and experience of GNC and its principals and associates and the right to market the business system of GNC and to use the name(s) and mark(s) to which GNC has ownership and rights.
C. Licensee acknowledges that GNC and its principals and associates have established a reasonable reputation and goodwill in the business.
D. GNC is chartered to establish a universal information portal collection of information and links to information, under its service marks and brand names, for making centrally available unique and otherwise disparate information about the local areas and communities where those with a need and interest for accessing this information reside or are located. A key element is the establishment of Area, regional and Commuity operating units working together to ensure the brand names and marks of City Clickers.com continue to grow.
OPERATIVE PROVISIONS
1 Interpretation
1.1 In this Agreement the following expressions shall have the following meanings unless the context otherwise requires
‘Agreement’ this Agreement and its Schedules and Attachments.
‘Business’ the business of representing and managing paying customers for various levels of participation in the City Clickers.com web portal, including the various programs and activity for use under the Proprietary Marks using the System described in the Marketing web site and marketing Manual.
‘Expiration Date’ the date of expiration of the Initial Term pursuant to clause 3.
‘Initial Term’ the term set out in clause 3.
‘Marketing Manual’ the written specification of the methods processes, techniques, systems, and schemes devised and compiled by GNC to be observed and implemented by Licensee in marketing the Business and any amendment or variation thereof at anytime hereafter notified in writing by GNC to Licensee.
‘Payment Date’ the 10th (tenth) day of each calendar month commissions will be paid.
‘Proprietary Marks’ the software, documents, trade names, logos and details of which are set out in Schedule 1 to this Agreement and all other patents, trade marks, trade names, logos, designs, symbols, emblems, insignia, copyrights, know-how, information, drawings and other identifying materials whether or not registered or capable of registration and all other proprietary rights whatsoever owned by or available to GNC adopted or designated now or at any time hereafter by GNC for use in connection with the System.
‘Services’ the services identified by the Proprietary Marks sold or provided in the course of the Business.
‘System’ the distinctive business format and method developed and implemented by GNC in connection with the Business including the Proprietary Marks and marketing procedures, plans, directions, specifications, methods, management and techniques part of which are contained in the Marketing Manual and further particulars of which appear in Schedule 2.
‘Territory’ the geographic Area, Region and/or Territory ________________________, where Licensee is authorized to market and promote the products and services of GNC.
‘Industry’ specific category of business ____________________________, of which Licensee is authorized to market and promote the products and services of GNC in a defined “Territory.
Trade Marks Registry - shall mean any authority or agency authorized to register trade or service marks associated with the conduct of the Business, whether such registration is optional or mandatory.
1.2 Any reference to a recital, clause or schedule is to the relevant recital, clause or schedule of or to this Agreement and any reference to a sub clause or paragraph is to the relevant sub clause or paragraph of the clause or schedule in which it appears;
1.3 The clause headings are included for convenience only and shall not affect the interpretation of this Agreement;
1.4 Use of the singular includes the plural and vice versa;
1.5 Use of any gender includes all genders; and
1.6 Any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organizations, governments, states, foundations and trusts (in each case whether or not having separate legal personality).
2 Appointment and Grant
2.1 GNC grants to Licensee during the continuance of this Agreement upon the terms and conditions of this Agreement the right and license to market the Business in the Territory under the Proprietary Marks in accordance with the System.
2.2 Licensee shall place upon all documents used in connection with the Business in such manner and place the following words (or such other words as GNC may specify) “a Business operated under license from GNC”.
3 Commencement and Term
3.1 This Agreement shall start on its signature and shall continue unless and until determined in accordance with its terms for three (3) years (“the Initial Term”) subject to Licensee’s right of renewal contained in clause 16.
4 Territory
4.1 The rights and license granted to Licensee by this Agreement extend only to the ____________________________________Territory, (as specifically outlined in operations manual) and Licensee will not make any use nor will it permit or authorize any use of the System or the Proprietary Marks or make available the Services outside the Territory, except as required by its operations within the Territory.
4.2 Licensee will not offer or provide information or assistance concerning the System or the Proprietary Marks or make available the Services to any person who intends or may seek to use or resell them outside the Territory, except as authorized by GNC or by the terms and condition herein.
4.3 GNC will not offer or provide information or assistance concerning the System or the Proprietary Marks or make available the Services to any person who intends or may seek to use or resell them inside the Territory, except as authorized by Licensee or by the terms and condition herein.
5 Initial Obligations of GNC
5.1 In connection with the commencement of the Business by Licensee, GNC will provide the key employees and personnel of Licensee initial training in the standards, procedures, techniques, and methods comprising the System at a place and time specified by GNC. The cost of travel and subsistence in connection with that being paid by licensee.
6 Continuing Obligations of GNC
GNC will:
6.1 permit Licensee to manage and promote the Business under the trade using the name City Clickers.com or such other phrase as GNC decides to associate with the System in accordance with the terms of this Agreement;
6.2 provide Licensee with advice know-how and guidance relating to the System and provide reasonable facilities for consultation with Licensee in connection with any problems relating to the System;
6.3 provide Licensee, at Licensee’s expense, with standard forms of contract, brochures, flyers, advertising sound and video files and other items from time to time for use by Licensee in dealings with its customers;
6.4 make available to Licensee all Proprietary Marks, services and facilities which GNC makes available to its other licensees and representatives including improvements in and additions to the System; and
6.5 should it in its absolute discretion deem it desirable, organize and convene, by written notice to each of the licensees, an annual conference; the agenda for which shall include discussion of any improvements to the System and GNC’s proposals for promotional activities and the general management of the System, with Licensee bearing the cost of any travel and subsistence expenses incurred in attending such a meeting.
7 Obligations of Licensee
7.1 Licensee shall:
7.1.1 allow GNC to register the particulars of this agreement at any Trade Marks Registry in respect of each of the trade marks of GNC set out in Schedule 1 and to execute such other agreements during the continuance hereof in relation to such trade marks as GNC may require;
7.1.2 market the Business in accordance with the provisions of the Marketing Manual and conform with the System, as modified from time to time, and not use any additional trade name or symbol or do anything which is not in accordance with the System;
7.1.3 cooperate and liaise with other licensees and businesses operated in accordance with the System with regard to quality and service. Licensee acknowledges that such conformity cooperation is of the utmost importance to the successful operation of the Business and the protection of the goodwill attaching to the Proprietary Marks;
7.1.4 comply with all advice and instructions given by GNC with regard to the operation of the System;
7.1.5 engage only appropriately qualified persons in the Business and at its own cost ensure that the staff and any replacements who are so engaged undergo training in the System and are trained in the System and any improvements as and when required by GNC and procure at its own cost their attendance at a time and place specified by GNC for such training;
7.1.6 use only letter headings invoices display materials promotional literature and other items in connection with the Business provided by or conformed with those provided by GNC or as approved by GNC, and immediately stop using any materials that GNC requires;
7.1.7 properly carry on the Business and use its best efforts to promote and increase the Business and to co-operate with GNC and the other licensees of GNC in this regard;
7.1.8 promote and preserve the goodwill and reputation associated with the Proprietary Marks by promptly replacing or refunding the cost of any services supplied by Licensee which do not conform with the high standards required by the System;
7.1.9 consult with GNC as to the scale and level of prices and charges to be levied in the course of the Business;
7.1.10 permit GNC and its representatives without any further authority and upon reasonable notice to enter Licensee’s Premises for the purposes of ascertaining whether the provisions of this Agreement are being complied with;
7.1.11 permit GNC without any further authority save that hereby irrevocably given to speak or write to customers of the Business concerning the standard of any products or services being provided to such customers by Licensee;
7.1.12 comply with all statutes bylaws regulations and requirements of any government or other competent authority relating to Licensee and the conduct of the Business; and
7.1.13 procure from its manager for the time being and from such other staff as GNC shall require an agreement in a form specified by GNC not to disclose to any third party any confidential information or knowledge concerning the Business the Proprietary Marks or the System which may be communicated to such manager or employee or which such manager or employee may otherwise acquire and Licensee shall at its own expense take such steps as GNC may direct in order to enforce or restrain any breach of the terms of any such agreement.
7.2 Licensee shall ensure that in carrying out the Business all data information and intellectual property relative to the Business which is created in or about the course of the Business shall vest in and belong to GNC, subject to and consistent with the rights and restrictions to which Licensee is subject to, who shall have an equivalent right to use or license the same for any purpose it sees fit in the promotion of its business and Licensee shall take all steps and sign all such documents as GNC requires to vest such intellectual property and other rights envisaged by this clause in GNC.
7.3 For the avoidance of doubt such intellectual property shall form part of the Proprietary Marks.
8 Restrictions on Licensee
8.1 Licensee shall not:
8.1.1 permit any person to act or assist in the marketing operation of the Business until such person has signed a non-competition and confidentiality agreement in the form specified by GNC;
8.1.2 sell assign transfer charge or sub-license the Business the System or Proprietary Marks nor any part thereof;
8.1.3 render any service which does not conform to or conflicts with the standards associated with the Proprietary Marks or of which GNC does not approve;
8.1.4 do or omit to do any act or thing which may in the sole opinion of GNC bring the System or the Proprietary Marks into disrepute or which may in the sole opinion of GNC damage or conflict with the interests of the Business or the other licensees of GNC;
8.1.5 Without GNC’s prior written consent in any capacity whatsoever be directly or indirectly engaged in any like business or undertaking other than the Business.
8.2 Licensee covenants during this Agreement and for a period of 1 (one) year after its expiration or termination for any reason whether by itself or together with any other person firm or company in any capacity whatsoever save as authorized hereunder directly or indirectly that it will not:
8.2.1 be engaged or interested or concerned in the sale provision of the Services or any like services or in any business which is in the sole opinion of GNC similar to or competitive or in conflict with the Business; and
8.2.2 employ or seek to employ any person who is at that time or has at any time in the previous two years been employed by GNC or any other licensee or representative of GNC or any business carried on under the Proprietary Marks using the System, nor otherwise directly or indirectly induce or seek to divert any customer from GNC or any other licensee of GNC.
8.3 Licensee acknowledges that the Proprietary Marks and the Marketing Manual and all other information and knowledge relating to the System is of a strictly confidential nature and accordingly that it will not and it will ensure that no other person shall at any time without the prior written consent of GNC whether before or after termination of this Agreement divulge or use whether directly or indirectly for its own benefit or that of any other person firm or company any such information or knowledge relating to the System which may be communicated to or otherwise acquired by Licensee its directors agents or employees.
9 Insurance
9.1 Licensee shall at its own expense obtain and maintain with an insurance company acceptable to GNC public liability and such other insurance specified in the Operating Manual in such minimum sums and conforming to such policy limits and provisions as GNC may from time to time require.
9.2 Licensee shall from time to time furnish to GNC on demand copies of all such insurance policies and evidence that all premiums due have been paid. Licensee will procure the entry of a note of all such policies that the insurer shall notify GNC in the event of late payment of any premium in respect thereof by Licensee.
10 Proprietary Marks and Protection
10.1 Licensee shall render to GNC all reasonable assistance to enable GNC obtain registration in any part of the world of any of the Proprietary Marks. In no circumstances will Licensee apply for registration as proprietor of any of the Proprietary Marks in any part of the world but if at the time Licensee is deemed in law also to be the proprietor of any mark or if for any other reason GNC shall so request Licensee shall at GNC’s expense make in its own name or jointly with GNC and proceed with such application as GNC may direct and do all such acts and things and execute all such documents necessary for obtaining such registration and thereupon Licensee shall assign such registration and all other rights in such trade mark to GNC.
10.2 Licensee acknowledges that the goodwill and all other rights in and associated with the Proprietary Marks belong to GNC and that it is the intention of the parties that all those rights will at all times and for all purposes remain with GNC. If any rights at any time accrue to Licensee by operation of law or otherwise Licensee will at its own expense on demand do everything (including signing and executing documents) GNC requests to vest those rights absolutely in GNC.
10.3 In the event that a registration is obtained for any of the Proprietary Marks after the date of this Agreement Licensee shall subject to registration of particulars of that agreement at the Trade Marks Registry in respect of such other marks be entitled to such like rights under such registration as are granted by this Agreement in respect of the other registered trade marks comprised at the date hereof in the Proprietary Marks and hereby authorizes GNC to register such particulars.
10.4 Licensee will notify GNC immediately of any and all circumstances coming to its attention or that of its director’s agents and employees who may constitute an infringement of any of the Proprietary Marks or any suspected passing off by any unauthorized person and shall take such reasonable action in connection therewith as GNC may direct at the expense of GNC.
10.5 Licensee shall take such action in relation to the use of any of the Proprietary Marks in the Business as GNC may from time to time direct in order to make clear that the Proprietary Marks are the subject of patent copyright or trade mark protection.
10.6 Nothing in this Agreement shall constitute any representation that the Proprietary Marks or the use thereof does not fall within the scope of any third party intellectual property rights.
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